EX-10.2






PROMISSORY NOTE




$50,321,500.00



Santa Ana, California

June 24, 2008




For value received, G&E HEALTHCARE REIT 5995 PLAZA DRIVE, LLC, a Delaware limited liability
company, G&E HEALTHCARE REIT EPLER PARKE BUILDING B, LLC, a Delaware limited liability company, G&E
HEALTHCARE REIT ACADEMY, LLC, a Delaware limited liability company, G&E HEALTHCARE REIT NUTFIELD
PROFESSIONAL CENTER, LLC, a Delaware limited liability company, and G&E HEALTHCARE REIT MEDICAL
PORTFOLIO 2, LLC, a Delaware limited liability company (collectively, the “Borrower”),
jointly and severally promise to pay to the order of WACHOVIA FINANCIAL SERVICES, INC., a North
Carolina corporation (the “Lender”), for the account of its Lending Office, the principal
sum of Fifty Million Three Hundred Twenty-One Thousand Five Hundred and No/100 Dollars
($50,321,500.00), on the dates and in the amounts provided in the Loan Agreement. The Borrower
promises to pay interest on the unpaid principal amount of this Note on the dates and at the rate
or rates provided for in the Loan Agreement. Interest on any overdue principal of and, to the
extent permitted by law, overdue interest on the principal amount hereof shall bear interest at a
rate per annum as provided in Section 2.3 of the Loan Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Wachovia Financial Services, Inc., Mail Code: CA 6233,
15750 Alton Parkway, Irvine, California 92618 Attention: Anne McNeil, or such other address as may
be specified from time to time pursuant to the Loan Agreement.



All Loans made by the Lender, the respective maturities thereof, the interest rates from time
to time applicable thereto and all repayments of the principal thereof shall be recorded by the
Lender and, prior to any transfer hereof, endorsed by the Lender on the schedule attached hereto,
or on a continuation of such schedule attached to and made a part hereof; provided that the failure
of the Lender to make, or any error of the Lender in making, any such recordation or endorsement
shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.



This Note is one of the Notes referred to in that certain Loan Agreement dated as of June      ,
2008 among the Borrower, the Lenders party thereto from time to time, and Wachovia Financial
Services, Inc., as Administrative Agent for the Lenders (as the same may be amended, restated or
modified from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement are
used herein with the same meanings. Reference is made to the Loan Agreement for provisions for the
prepayment and the repayment hereof and the acceleration of the maturity hereof.



The Borrower hereby waives presentment, demand, protest, notice of demand, protest and
nonpayment and any other notice required by law relative hereto, except to the extent as otherwise
may be expressly provided for in the Loan Agreement.



The Borrower agrees, in the event that this Note or any portion hereof is collected by law or
through an attorney at law, to pay all reasonable costs of collection, including, without
limitation, reasonable attorneys’ fees. This Note shall be construed in accordance with and
governed by the laws of the State of California without regard to the choice or conflict of law
principles thereof.



IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed under seal, by its
duly authorized officer as of the day and year first above written.



	 	 	 
	[Signatures on following page] "Borrow

	 	er”

G&E HEALTHCARE REIT 5995 PLAZA DRIVE,

LLC, a Delaware limited liability company

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Authorized Signatory
	
 
	 	G&E HEALTHCARE REIT EPLER PARKE

BUILDING B, LLC, a Delaware limited liability

Company

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Authorized Signatory
	
 
	 	G&E HEALTHCARE REIT ACADEMY, LLC, a

Delaware limited liability company

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Authorized Signatory
	
 
	 	G&E HEALTHCARE REIT NUTFIELD

PROFESSIONAL CENTER, LLC, a Delaware

limited liability company

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Authorized Signatory
	
 
	 	G&E HEALTHCARE REIT MEDICAL

PORTFOLIO 2, LLC, a Delaware limited liability

Company

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Authorized Signatory